<PAGE> 1
As filed with the Securities and Exchange Commission on June 10, 1996
Registration No. 333-______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
URANIUM RESOURCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2212772
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
12750 MERIT DRIVE, SUITE 1020, DALLAS, TEXAS 75251
--------------------------------------------------
(Address of Principal Executive Offices)(Zip Code)
----------
URANIUM RESOURCES, INC. LELAND O. ERDAHL, GEORGE R. IRELAND AND JAMES B.
TOMPKINS OPTION GRANTS
(Full title of the plan)
----------
PAUL K. WILLMOTT
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
URANIUM RESOURCES, INC.
12750 MERIT DRIVE, SUITE 1020
DALLAS, TEXAS 75251
TELEPHONE: (214) 387-7777
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
ALFRED C. CHIDESTER THOMAS H. EHRLICH
BAKER & HOSTETLER URANIUM RESOURCES, INC.
303 EAST 17TH AVENUE, SUITE 1100 12750 MERIT DRIVE, SUITE 1020
DENVER, COLORADO 80203 DALLAS, TEXAS 75251
(303) 764-4091 (214) 387-7777
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered price per share aggregate offering price registration fee(3)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $0.001 per
share 200,000 $4.50(1) $900,000(1) $311
- ------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $0.001 per 100,000 $8.375(2) $837,500(2) $289
share
- ------------------------------------------------------------------------------------------------------------------
Total 300,000 ----- $1,737,500 $600
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated pursuant to Rule 457(h), based on the exercise price of
$4.50 per share.
(2) Calculated pursuant to Rule 457(h), based on the exercise price of
$8.375 per share.
(3) Registration fee is calculated on the basis of 1/29 of 1% of the
proposed combined maximum aggregate offering price of $1,737,500.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 adopted by the Securities and Exchange Commission under the Securities
Act of 1933 (the "Securities Act") and the Note to Part I of Form S-8.
-1-
<PAGE> 3
PROSPECTUS
300,000 SHARES
URANIUM RESOURCES, INC.
COMMON STOCK
--------------------
Uranium Resources, Inc., a Delaware corporation (the "Company"), is
registering for possible future resale, from time to time, by the holders
thereof (the "Selling Stockholders"), 300,000 shares (the "Shares") of the
Company's common stock, par value $0.001 per share (the "Common Stock"). See
"Selling Stockholders." The Shares to be offered are those to be acquired by
the Selling Stockholders upon the exercise of options to purchase 100,000
shares of Common Stock (the "Options") granted to each of the Selling
Stockholders. The Company has agreed to pay all fees and expenses incurred by
the Company incident to such registration. It is estimated that the fees and
expenses of the Company in connection with the offering of the Securities will
be approximately $7,000. The Company will not receive any proceeds from the
sale of the Shares.
The Common Stock is traded on the National Market of the National
Association of Securities Dealers, Inc. Automated Quotation System ("the
Nasdaq National Market") under the symbol "URIX." On May 31, 1996, the last
reported sale price of the Common Stock on the Nasdaq National Market was
$15.375 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN
CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE SHARES.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
--------------------
The Selling Stockholders may offer the Shares offered hereby from time
to time to purchasers directly or through agents, brokers or dealers. Such
Shares may be sold at market prices prevailing at the time of sale or at
negotiated prices. The agents, brokers or dealers through whom sales are made
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, as amended (the "Securities Act"), and any amounts received by them in
exchange for their services in connection with such sales may be deemed to be
underwriting commissions. See "Plan of Distribution."
--------------------
<PAGE> 4
June 10, 1996
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus in connection with the offer made by this Prospectus, and, if given
or made, such information or representations must not be relied upon as having
been authorized. This Prospectus does not constitute an offer to sell or
solicitation of an offer to buy any of the Shares offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus nor
the sale of or offer to sell the Shares offered hereby shall, under any
circumstances, create an implication that there has been no change in the
information contained herein or the affairs of the Company since the date
hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information may be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the
following regional offices: 7 World Trade Center, Suite 1300, New York, New
York 10048, and Citicorp Center, Suite 1400, 500 West Madison Street, Chicago,
Illinois 60661-2511. Copies of such materials may be obtained at prescribed
rates from the Public Reference Section of the Commission at Judiciary Plaza,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The Company's
Common Stock is traded on the Nasdaq National Market. The foregoing materials
can also be inspected at the National Association of Securities Dealers, Inc.,
1735 K. Street, N.W., Washington, D.C. 20006.
The Company has also filed with the Commission a Registration Statement
on Form S-8 (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act with respect to the Shares
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information pertaining to the Company and the Common Stock offered hereby,
reference is made to the Registration Statement, copies of which may be
inspected without charge at the public reference facilities maintained by the
Commission at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and copies of which may be obtained from the Commission upon
payment of the prescribed fees.
In addition, the Commission maintains a web site that contains reports,
proxy and information statements, and other information regarding registrants
that file electronically with the Commission. The Company is such a filer.
The Commission's web site address is (http://www.sec.gov).
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<PAGE> 5
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission, are hereby incorporated by reference into this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, including the Company's Form 10-K/A dated May 21,
1996.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1996.
(c) The description of the Company's Common Stock contained in the
Company's registration statement on Form 8-A (Registration No. 0-17171) filed
with the Commission under the Exchange Act.
All documents filed by the Company after the date of this Prospectus
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act and prior
to the termination of the offering hereunder shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents incorporated herein by reference,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference in such documents). Written requests for such copies
should be directed to Thomas H. Ehrlich, Vice President and Chief Financial
Officer, Uranium Resources, Inc., at the Company's principal executive offices
located at 12750 Merit Drive, Suite #1020, Dallas, Texas 75251. Telephone
requests may be directed to Mr. Ehrlich at (214) 387-7777.
-3-
<PAGE> 6
RISK FACTORS
CONTINUING SIGNIFICANT CAPITAL REQUIREMENTS
In 1994 and early 1995, the Company experienced a severe cash shortage.
Between January 11, 1995 and January 20, 1995 a total of $2,080,000 cash was
transferred from the Company to entities or persons owned, controlled or
affiliated with Oren L. Benton ("Benton"). These transfers left the Company
without funds to pay its creditors and employees and facing a liquidity crises
which could be solved only by raising new capital. In addition to obligations
to creditors and employees, the Company needed $4 million for purposes of
bringing its Rosita property back into production and making pre-production
expenditures at the Company's Kingsville Dome property.
The report (the "Report") of the Company's independent public
accountants (the "Accountants") with respect to the Company's financial
statements for the year ended December 31, 1994 incorporated by reference in
this Prospectus stated that the Accountants assumed, in preparing such
financial statements, that the Company would continue as a going concern. The
Report further indicates, however, that as of December 31, 1994, the Company
had a net working capital deficit of $3,107,511 and had assigned most of its
1995 cash flow from supply contracts to one of the Company's creditors, and
that such assignment raised substantial doubt as to the Company's ability to
generate cash flow and to continue as a going concern. The Report further
notes that the transfer of $2.08 million from the Company to entities
affiliated with Oren L. Benton further exacerbated the Company's liquidity
crisis. For the reasons described below, on January 25, 1996, the Accountants
reissued their opinion and removed the going concern modification.
On May 25, 1995, the Company received $6,000,000 in cash (the "Lindner
Loan") through the issuance of 6.5% secured convertible notes in the aggregate
principal amounts of $1,500,000 and $4,500,000 initially convertible at $4.00
per share into 375,000 and 1,125,000 shares of Common Stock to Lindner
Investments (on behalf of Lindner Bulwark Fund) ("Bulwark") and Lindner
Dividend Fund, Inc. (now the Lindner Dividend Fund) ("Dividend"), respectively.
In addition, the Company issued immediately exercisable warrants (the "Lindner
Warrants") to purchase 375,000 shares and 1,125,000 shares of the Company's
Common Stock at an initial exercise price of $4.00 per share to Lindner
Investments (on behalf of Lindner Bulwark Fund) and Dividend, respectively. On
May 25, 1995, the date on which the Lindner Warrants were issued, the last
reported sale price of the Company's Common Stock on the Nasdaq National Market
was $3.56 per share.
On December 26, 1995, Dividend partially exercised its warrant and
purchased 500,000 shares at a purchase price of $4 per share for a total
consideration of $2 million.
-4-
<PAGE> 7
The cash obtained from the Lindner Loan and the partial exercise of the
warrant has substantially improved the Company's net working capital position
and has enabled the Company to put its Rosita property back into production,
effective June 1995, and to begin pre-production activities at Kingsville Dome.
The Company's net working capital position at December 31, 1995 was a positive
$3,998,000, an improvement of over $7,100,000 from its net working capital
position at December 31, 1994, due primarily to the consummation of the Lindner
Loan and the resumption of uranium production at the Company's Rosita facility
in South Texas in June 1995. The Company expects to utilize the cash flow from
sales of uranium produced at the Rosita facility to fund the Company's
short-term liquidity needs. However, there can be no assurance that such cash
flow will be sufficient to meet such needs. Accordingly, the Company is
continuing to review additional sources of financing and capital to satisfy its
future capital requirements.
RISK OF DECREASE IN URANIUM PRICES
The Company's earnings will be significantly affected by the price of
uranium, which is determined primarily by supply and demand on a worldwide
basis and by the relationship of that price to the Company's costs of
production. In recent years, imports of uranium, including imports of uranium
from the republics comprising the former Soviet Union, have resulted in
significant downward pressure on uranium prices. In 1992, the Department of
Commerce (the "DOC") ruled that certain of the former Soviet Union republics
had sold uranium in the United States at less than fair market value. As a
result, the DOC signed suspension agreements with these republics which limited
uranium imports and established strict quotas under which such imports could be
made.
In 1994, the DOC amended certain aspects of the Russian Suspension
Agreement (the "Amendment") which permitted the importation of Russian uranium
provided that the sale of such material was "matched" with an equal amount of
uranium that was mined or produced in the United States after April 1, 1994.
The Amendment permits a specified quota volume of Russian uranium to be
utilized in the years 1994 through 2003. The total Russian uranium allowed for
importation over the ten-year period under this matched program is
approximately 43 million pounds. The end user of such matched sales will pay a
combined price for each qualifying delivery provided that the price received by
the U.S. producer is higher than the unit price. All sales must be to U.S.
utilities and the contracts must be finalized after April 1994.
The Amendment has allowed U.S. uranium producers to utilize the Russian
material to combine with its own production to provide more competitive uranium
prices to U.S. utilities. In the third quarter of 1995, the Company signed four
matched sales contracts for deliveries beginning in 1995 and continuing through
1998. Total deliveries of the Company's uranium production under these
contracts is projected to be approximately 1.1 million pounds and such
contracts will utilize nearly all of its 1995 matched sales quota.
-5-
<PAGE> 8
While the Amendment has provided new sales opportunities with respect
to "matched" sales to utilities, the termination or modification of the current
"matched sale" program, or the influx of additional low-cost uranium into the
U.S. market may impair the Company's ability to enter into additional long-term
contracts at prices that permit economical production from, and development of,
the Company's uranium properties.
The spot market price for uranium has strengthened appreciably since
November 1995. Prices have risen from $11.80 per pound on October 31, 1995 to
$14.00 per pound on February 13, 1996 and to $16.50 per pound on May 28, 1996.
While the current spot prices of uranium have increased to levels which exceed
the Company's cost of uranium production, there is no assurance that such price
level will continue to rise or remain at such prices which would permit the
Company to sign additional sales contracts.
POTENTIAL CLAIMS ARISING FROM THE BENTON BANKRUPTCY
During 1994, the Company encountered liquidity problems that resulted
in the Company entering into certain transactions with companies controlled by
Oren L. Benton (the "Benton Companies") whereby the Benton Companies (a)
assisted in the restructuring of the Citibank, N.A. debt, (b) arranged for an
additional $6.0 million loan to the Company to purchase uranium inventory to
secure the restructured debt, (c) advanced the Company $2,250,000 to make debt
payments prior to the restructuring, which advances were subsequently converted
to common stock and (d) committed to provide the Company with an additional
$7.0 million of capital.
Further, during January 1995, when the Benton Companies held effective
control of the common stock of the Company, the Company transferred $1.0
million to the Benton Companies in connection with a planned joint venture to
process uranium at a Benton Company's mill. The specific Benton Companies
which were to be part of the planned joint venture did not receive the
transferred funds. On February 23, 1995, Benton and various of the Benton
Companies filed for protection under Chapter 11 of the Federal Bankruptcy Code
(the "Benton Bankruptcy"). Because of the Benton Bankruptcy, the realizability
of the Company's $1.0 million investment is doubtful. Also during January
1995, $1.08 million was transferred to certain of the Benton Companies and an
individual affiliated with Mr. Benton without the authorization of the
Company's Board of Directors. The Company recovered $300,000 in June 1995 of
the $1.08 million transfer, but $.78 million has not been recovered and there
can be no assurance that the Company's efforts to pursue recovery will be
successful. The Company recorded losses totaling $1.78 million for these
transactions in 1995.
The bankruptcy could also cause a review of the transactions entered
into by the Company with the Benton Companies that could potentially result in
claims against the Company. The Company is unable to assess what adverse
consequences, if any, might result from such review.
-6-
<PAGE> 9
DEPENDENCE ON A FEW CUSTOMERS
Substantially all of the Company's contracted sales of uranium through
December 31, 2002 are represented by seven long-term contracts, four of which
represent 23%, 14%, 10%, and 10% of sales, for the year ended December 31,
1995. Should any of such customers be unable to perform its obligations to
purchase and pay for the uranium it has contracted to buy because of force
majeure or otherwise, this would have a material adverse effect on the
Company's results of operations.
QUARTERLY FLUCTUATIONS IN EARNINGS
Revenues, earnings from operations and net income for the Company can
fluctuate significantly on a quarter to quarter basis during the year because
of the timing of deliveries requested by its utility customers. Accordingly,
operating results for any quarter or year-to-date period are not necessarily
comparable and may not be indicative of the results which may be expected for
future quarters or the entire year.
POTENTIAL ADVERSE IMPACT OF LOSS OF KEY PERSONNEL
Certain of the Company's employees have significant experience in the
uranium in situ leach mining industry. The continued success of the Company
could be dependent upon the efforts of these key individuals, and the loss of
any one or more of such persons' services could have a material adverse affect
on the Company's business operations and prospects.
POTENTIAL ADVERSE EFFECT OF FEDERAL AND STATE REGULATIONS
The development and production of uranium is subject to an extensive
body of governmental regulations that have a material effect on the economics
of the Company's operations and the timing of project development. In
particular, the production of uranium is subject to obtaining multiple permits,
obtaining adequate water rights and complying with extensive federal and state
regulations for the protection of the environment, including regulations
relating to air and water quality, the prevention of groundwater contamination,
the reclamation and restoration of wellfield aquifers and the treatment,
transportation and disposal of liquid and/or solid wastes generated by the
Company's uranium mining process. To date, the Company's operations have not
been materially and adversely affected by the inability to obtain or maintain
required permits or water rights, or by any groundwater contamination or the
disposal of waste materials at its mining projects. However, should the Company
meet with unforeseen events or be unable to obtain or maintain permits or water
rights for development of its properties or otherwise adequately handle future
contamination or waste disposal, the Company's operations could be materially
and adversely affected by unanticipated expenditures or delays in the Company's
ability to initiate or continue production at its properties.
-7-
<PAGE> 10
LIMITED PUBLIC FLOAT AND TRADING VOLUME OF COMMON STOCK
As of December 31, 1995, approximately 66.2% (5,721,000 shares) of the
Company's outstanding Common Stock was freely transferable without restriction
in the United States. For the year ended December 31, 1995, the average weekly
volume of trading of the Common Stock on the Nasdaq National Market was 36,994
shares. The thinly traded nature of the Company's Common Stock could result in
significant adverse fluctuations in the per share price if large blocks of
Common Stock were offered for sale in the trading markets. The Company is
registering 300,000 shares of Common Stock pursuant to the Registration
Statement of which this Prospectus is a part. If all the shares registered
under the Registration Statement are sold in a short period by the Selling
Stockholders, such sale may have the effect of significantly depressing the
price of the Common Stock.
POTENTIAL ADVERSE EFFECT OF ISSUANCES AND SALES OF RESTRICTED SECURITIES
The Company has 8,645,698 shares of Common Stock outstanding as of
December 31, 1995. Approximately 5,721,000 shares are freely transferable
without restriction in the United States. The Company believes that the
balance of such shares (approximately 2,924,698 shares) are freely transferable
without restriction in the United States subject to compliance with the
provisions of Rule 144 under the Securities Act.
In addition, approximately 1,056,000 shares of Common Stock are
reserved for issuance upon the exercise of outstanding options; 1,100,000
shares of Common Stock may be issued upon the exercise of currently outstanding
warrants; and 1,500,000 shares of Common Stock may be issued upon the
conversion of the Lindner Loan. No determination can be made as to the impact
that the issuance of such shares of Common Stock will have on the market price
of the Common Stock prevailing from time to time; however, it should be assumed
that a substantial increase in the number of outstanding shares available for
sale and/or the sale of substantial amounts of Common Stock in the public
market could adversely affect prevailing market prices.
CONTINUING CONTROL BY THE LINDNER GROUP
Prior to the consummation of the Lindner Loan, Lindner Fund, Inc. (now
Lindner Growth Fund) ("Growth"), was the beneficial owner of 821,525
outstanding shares of the Company's Common Stock, representing 10.2% of the
outstanding shares of Common Stock. Growth, Dividend, and Bulwark (the
"Lindner Group") are separate series of Lindner Investments, a Massachusetts
business trust that is a registered investment company, and may be deemed
collectively as a controlling stockholder and an affiliate of the Company. The
Lindner Group is managed by Ryback Management Corporation ("Ryback"), an
investment adviser. Ryback has discretionary authority over the shares owned
beneficially by the Lindner Group, including the power to vote and dispose of
such shares. Ryback also manages the accounts of third parties other than the
Lindner Group. Such parties own beneficially 250,000 outstanding shares over
which Ryback has discretionary authority to vote and dispose of such shares.
-8-
<PAGE> 11
The Lindner Group owns beneficially an aggregate of 1,650,525 shares of
Common Stock (18.9% of the outstanding Common Stock) and has the right to
acquire an additional 1,500,000 shares upon conversion of the Lindner Loan and
1,000,000 shares upon the exercise of the Lindner Warrants. Assuming the
Lindner Loan is fully converted into Common Stock and the Lindner Warrants are
fully exercised, the Lindner Group would own 4,150,525 shares or 37.0% of the
outstanding Common Stock. Such ownership may have the effect of delaying,
deferring, or preventing a change in control of the Company.
THE COMPANY
The Company was founded in 1977 to acquire, explore and develop uranium
properties using the in situ leach mining process. The Company's activities
are primarily concentrated in South Texas and New Mexico. The Company's
principal office is located at 12750 Merit Drive, Suite #1020, Dallas, Texas
75251 and its telephone number is (214) 387-7777.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the Shares.
DIVIDEND POLICY
The Company has never declared or paid cash dividends on its Common
Stock. The Company currently intends to retain any earnings for use in its
business and therefore does not anticipate paying any cash dividends in the
foreseeable future.
SELLING STOCKHOLDERS
The Shares to be offered are those to be acquired by the Selling
Stockholders upon the exercise of the Options granted to each of the Selling
Stockholders.
The following table sets forth as of May 28, 1996, the names of the
Selling Stockholders, the nature of his, her or its position, office, or other
material relationship to the Company or its subsidiaries, if applicable, and
the number of shares of Common Stock which such Selling Stockholders owned of
record as of the date of this Prospectus. The table also sets forth the number
of shares of Common Stock owned by the Selling Stockholders that are offered
for sale by this Prospectus and the number of shares of Common Stock to be held
by such Selling Stockholders assuming the sale of all the Securities offered
hereby. The Company may supplement this Prospectus from time to time to
disclose the names, relationships to the Company and holding of Securities of
additional Selling Stockholders.
-9-
<PAGE> 12
<TABLE>
<CAPTION>
Number of Shares of Maximum Number of Shares Number of Shares of Common
Name and Relationship Common Stock Owned to be Sold Pursuant to Stock to be Held Assuming Sale
to Company if any as of May 28, 1996 this Offering of all the Shares Offered Hereby
----------------- ------------------ ------------- --------------------------------
<S> <C> <C> <C>
Leland O. Erdahl, Director 111,750(1) 100,000 11,750
George R. Ireland, Director 114,000(2) 100,000 14,000
James B. Tompkins 105,000(3) 100,000 5,000
</TABLE>
______________________________
1 Includes 110,250 shares that may be obtained by Mr. Erdahl through the
exercise of stock options which are currently exercisable. Does not
include 12,750 shares that may be obtained by Mr. Erdahl through the
exercise of stock options exercisable more than 60 days from the date
hereof.
2 Includes 105,000 shares that may be obtained by Mr. Ireland through the
exercise of stock options which are currently exercisable. Does not
include 17,000 shares that may be obtained by Mr. Ireland through the
exercise of stock options exercisable more than 60 days from the date
hereof.
3 Includes 105,000 shares that may be obtained by Mr. Tompkins through the
exercise of stock options which are currently exercisable. Does not
include 17,000 shares that may be obtained by Mr. Tompkins through the
exercise of stock options exercisable more than 60 days from the date
hereof.
PLAN OF DISTRIBUTION
The Shares covered by this Prospectus are currently outstanding and
are owned by the Selling Stockholders. The distribution of the Shares by the
Selling Stockholders or by pledgees, donees, transferees or other successors in
interest may be effected from time to time in one or more transactions (which
may involve block transactions) on the Nasdaq National Market or in the
over-the-counter market or otherwise, in negotiated transactions, or a
combination of such methods of sale, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Stockholders may effect such transactions by selling the
Shares to or through broker dealers, and such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Stockholders or purchasers of Shares for whom they may act as
agent (which compensation may be in excess of customary commissions). Such
brokers or dealers may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales and any commissions received by
them may be deemed to be underwriting compensation.
In accordance with applicable rules and regulations promulgated under
the Exchange Act, any person engaged in the distribution of any of the Shares
may not simultaneously engage in market activities with respect to any of the
Common Stock for a period of nine business days prior to the commencement of
such distribution. In addition and without limiting the foregoing,
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<PAGE> 13
the Selling Stockholders may be subject to applicable provisions of the
Exchange Act and the rules and regulations promulgated thereunder, including,
without limitation, Rules 10b-2, 10b-6 and 10b-7, which provisions may limit
the timing of purchases and sales of Shares by the Selling Stockholders.
Certain costs, expenses and fees in connection with the registration
of the Securities will be borne by the Company. Commissions, discounts and
transfer taxes, if any, attributable to the sales of the Shares will be borne
by the Selling Stockholders, as will the costs of legal counsel for the Selling
Stockholders. The Selling Stockholders have agreed to indemnify the Company,
all other prospective holders of the shares registered hereby or any
underwriter, as the case may be, and any of the respective affiliates,
directors, officers and controlling persons, against certain liabilities in
connection with the offering of the Securities pursuant to this Prospectus,
including liabilities arising under the Securities Act. In addition, the
Company has agreed to indemnify the Selling Stockholders, all other prospective
holders of the shares registered hereby or any underwriter, as the case may be,
and any of their respective affiliates, directors, officers and controlling
persons, against certain liabilities in connection with the offering of the
Securities pursuant to this Prospectus, including liabilities arising under the
Securities Act.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Baker & Hostetler.
EXPERTS
The financial statements and schedules incorporated by reference in
this Prospectus and elsewhere in the Registration Statement have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated by reference in reliance
upon the authority of said firm as experts in accounting and auditing in giving
said reports.
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<PAGE> 14
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The information called for by this Item 3 appears on page 3 of this
Registration Statement on Form S-8.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Indemnification provisions for directors, officers and controlling
persons of the Registrant against liability, including liability under the
Securities Act is provided for by the Registrant's Certificate of Incorporation
and Bylaws as well as the Delaware General Corporation Law. Under the
Certificate of Incorporation and Bylaws of the Registrant, each person who is
or was a director, officer or controlling persons of the Registrant will be
indemnified by the Registrant as a matter of right to the extent permitted or
authorized by law. The effects of the Certificate of Incorporation, the Bylaws
and the Delaware General Corporation Law may be summarized as follows:
(a) Under Delaware law, to the extent that such a person is
successful on the merits in defense of a suit or proceeding brought against him
by reason of the fact that he is a director or officer of the Registrant, he
shall be indemnified against expenses (including attorneys' fees) reasonably
incurred in connection with such action;
(b) In other circumstances, a director or officer of the
Registrant may be indemnified against expenses (including attorneys' fees)
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in and not opposed
to the best interest of the Registrant, and, with respect to a criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful;
however, in an action or suit by or in the right of the Registrant to procure a
judgment in its favor, such person will not be indemnified if he has been
adjudged to be liable to the Registrant unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was
brought determines upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person
II-1
<PAGE> 15
is fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court deems proper. A determination that
indemnification of a director or officer is proper will be made by a
disinterested majority of the Registrant's Board of Directors, by independent
legal counsel, or by the stockholders of the Registrant; and
(c) The Registrant's Certificate of Incorporation contains a
provision which eliminates, to the fullest extent permitted by the Delaware
General Corporation Law, the liability of directors of the Registrant from
monetary damages arising from any breach of fiduciary duties as a member of the
Registrant's Board of Directors. This provision will not eliminate liability,
for among other matters, (i) breaches of duty of loyalty, (ii) acts or
omissions not in good faith or knowing violations of law, (iii) unlawful
payments of dividends or unlawful stock purchases or redemption, or (iv) any
transaction from which the director derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Reference is made to the Exhibit Index that immediately precedes the
exhibits filed with this Registration Statement.
ITEM 9. UNDERTAKINGS.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
II-2
<PAGE> 16
provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply and the information required to be
included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by reference
in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post- effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The Registrant hereby further undertakes that, for the
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d) of
the Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as the indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, on the 7th day of June,
1996.
URANIUM RESOURCES, INC.
By: /s/ Paul K. Willmott
-----------------------------------
Paul K. Willmott
Chairman, Chief Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and as of the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Paul K. Willmott Chairman of the Board, Chief Executive June 7, 1996
- ------------------------------------------- Officer and President
Paul K. Willmott (Principal Executive Officer)
/s/ Leland O. Erdahl Director June 7, 1996
- -------------------------------------------
Leland O. Erdahl
/s/ George R. Ireland Director June 7, 1996
- -------------------------------------------
George R. Ireland
/s/ James B. Tompkins Director June 7, 1996
- -----------------------------------------
James B. Tompkins
/s/ Thomas H. Ehrlich Vice President and Chief June 7, 1996
- ------------------------------------------ Financial Officer (Principal Financial
Thomas H. Ehrlich Officer and Principal Accounting Officer)
</TABLE>
II-4
<PAGE> 18
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
------- ----------- -------------
<S> <C>
4.1 Non-Qualified Stock Option Agreement dated August 16, 1995,
between the Registrant and Leland O. Erdahl (Incorporated herein
by reference to Exhibit 10.9 to the Annual Report on Form 10-K for
the fiscal year ended December 31, 1995, including the Form 10-K/A
filed May 21, 1996 of Uranium Resources, Inc. (Commission File No.
0-17171) pursuant to Rule 411(c) promulgated under the Securities
Act of 1933).
4.2 Non-Qualified Stock Option Agreement dated May 25, 1995 between
the Registrant and George R. Ireland (Incorporated herein by
reference to Exhibit 10.10 to the Annual Report on Form 10-K for
the fiscal year ended December 31, 1995, including the Form 10-K/A
filed May 21, 1996 of Uranium Resources, Inc. (Commission File No.
0-17171) pursuant to Rule 411(c) promulgated under the Securities
Act of 1933).
4.3 Non-Qualified Stock Option Agreement dated May 25, 1995 between
the Registrant and James B. Tompkins (Incorporated herein by
reference to Exhibit 10.11 to the Annual Report on Form 10-K for
the fiscal year ended December 31, 1995, including the Form 10-K/A
filed May 21, 1996 of Uranium Resources, Inc. (Commission File No.
0-17171) pursuant to Rule 411(c) promulgated under the Securities
Act of 1933).
4.4 Article 4 of the Certificate of Incorporation of the Registrant
(Incorporated herein by reference to Exhibit 4.2 to the
Registration Statement on Form S-8 of Uranium Resources, Inc.
(Registration No. 33-00344), pursuant to Rule 411(c) promulgated
under the Securities Act of 1933).
5.1 Opinion of Baker & Hostetler.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Baker & Hostetler -- included in Exhibit 5.1.
</TABLE>
<PAGE> 1
June 7, 1996
Uranium Resources, Inc.
12750 Merit Drive, Suite 1020
Lock Box 12
Dallas, TX 75251
Gentlemen:
We have acted as counsel for Uranium Resources, Inc. (the "Company")
in connection with the registration under the Securities Act of 1933 (the
"Act") on Form S-8 of 300,000 shares of the Company's Common Stock, $0.001 Par
Value (the "Shares") covered by (i) a Non-Qualified Stock Option Agreement
dated August 16, 1995, between the Company and Leland O. Erdahl (the "Erdahl
Option Agreement"), (ii) a Non-Qualified Stock Option Agreement dated May 25,
1995, between the Company and George R. Ireland (the "Ireland Option
Agreement"), and (iii) a Non-Qualified Stock Option Agreement dated May 25,
1995, between the Company and James B. Tompkins (the "Tompkins Option
Agreement"). The Registration Statement on Form S-8 and exhibits thereto filed
with the Securities and Exchange Commission under the Act are referred to
herein as the "Registration Statement."
We have examined the Certificate of Incorporation, the Bylaws and the
Minutes of the Board of Directors and the Stockholders of the Company, the
applicable laws of the State of Delaware and a copy of the Registration
Statement.
Based on the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Company is
authorized to issue and to sell the Shares; and the Shares, when issued
pursuant to the terms of the Erdahl Option Agreement, The Ireland Option
Agreement and the Tompkins Option Agreement will be fully paid and
nonassessable.
We hereby consent to the use of this opinion as a part of the
Registration Statement.
Very truly yours,
BAKER & HOSTETLER
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report (and to all references to our firm) included in or made a part of this
registration statement.
/s/ Arthur Andersen LLP
Dallas, Texas
June 10, 1996
